Director Ridley Scott's best films pose tough moral problems, from what it means to be human in Blade Runner to ethics in battle in Black Hawk Down. But rarely has morality played as prominent a role as in his latest movie, The Counselor, a 20th Century Fox release debuting on Oct. 25. Starring Michael Fassbender as a compromised Texas lawyer, it is the first original screenplay from Pulitzer Prize-winning author Cormac McCarthy.

Terrible things happen in The Counselor. Lovers are betrayed, innocent lives are lost, and evil corrupts the unwary. Other McCarthy novels, including No Country for Old Men and The Road, have been adapted for the screen. Here, as in those works, characters describe events before they occur. As Scott puts it, "The cleverness of the dialogue lays down the dreadfulness of what you may or may not decide to buy. Or even watch."

Speaking from his offices in London, where he is overseeing The Counselor's final edits, Scott talks about working with Fassbender and a cast that includes Penélope Cruz, Cameron Diaz, Javier Bardem, and Brad Pitt, who had his breakthrough role in the director's Thelma & Louise.

The principals met for two weeks of rehearsal before shooting began. "What I'm calling rehearsal is not conventional in the sense that they're walking around with teacups in their hands looking for tables and chairs," Scott explains. "It's not theatrical in that sense, it's more about sitting around in a room, quietly, privately, talking about the scenes and the characters."

The rehearsals help the director devise a timetable of scenes. "I'll go through all the material with Javier and whomever he plays with, all of Michael's stuff, and so on. By the end we've got them talking in depth, focused, we've distilled who they are as people. I won't talk about physical movement because it's too early at that moment."

The next time Scott meets with his actors is right before bringing them onto the set. "I'll have it lit already. I'll say, 'Listen, I'm going to do a walk-through of what I think we'll do.' I say this and that, you come in here, go out there, dadada. You want to walk it through but do not act, I don't want to hear it."

Scott's camera crew uses this time to work on their positions. The director employs four cameras for dialogue scenes so actors can play out their lines without cutting. "It enables them to treat each section like a play," he explains, "so then they're not 'cooking' their emotions for the next take."

For The Counselor, Scott blocked out scenes on the spot, without storyboards. "This scale of movie is very easy for me," he says. "I will storyboard something like Exodus, which I am doing right now, because it's so massive. But for The Counselor, because it's all character-driven, my anxiety at the moment is toward what the actors deliver."

Fassbender, who worked with Scott on the science-fiction movie Prometheus, says the director gives very good notes. But Scott laughs when questioned about how he works with actors. "I try to make it clear," he admits. "For the better actor, keep it simple. Sometimes they just want to hear 'Faster.' I learned that from Hopkins [Anthony Hopkins, star of Scott's Hannibal]. He said, 'You know, "Faster" is okay.'"

Fassbender goes through a harrowing breakdown in The Counselor, a scene that reveals both Scott's technical mastery and his understanding of his cast. "I didn't know how upset 'upset' could get," he confesses about the moment. "When it's beyond tragic, it's entered into the arena of unthinkable."

The director started out talking Fassbender through the scene. "You've been out all night, you're coming in here now, beyond being able to think clearly. I want to see that you're in bare feet. We have that, so let's discuss this shitty, dreadful room where you will be, where you'll hide next to the fireplace, close down like a dog until sleep takes over, until a phone rings. The phone gives you hope, but they're just playing games with you."

What happens next evokes an earlier encounter with Westray, the character played by Brad Pitt. "The viewers will get that awful feeling in the pit of their stomachs, and then he, Fassbender, goes into meltdown. He just did meltdown," the director marvels. "He went on into it and into it and into it. I just let it run, and kept letting it run. I don't know what he was thinking of, but he allowed himself to go there."

It's a compelling display of raw emotion, possible only because Scott gave Fassbender the right environment in which to work. Furthermore, it's captured with a precision and clarity that few other filmmakers could match.

The director, whose passion can be mistaken for gruffness, speaks in italics, slipping into profanity at times for extra emphasis. But he displays a tough respect and loyalty for his collaborators, including first-time screenwriter McCarthy.

"I actually tried to work with Cormac before," he reveals. "Bill Monahan [Black Hawk Down] did a very good adaptation of Blood Meridian, but nobody really wanted to make it. It's a tough story, and the studio system, they have to look at 'Am I putting bums in the seats?' I respect that. We all say, 'Let's make good movies,' but they've become so expensive, and you've got to remember it's a goddam business, it's not an art form."

Scott stops himself, laughs, and continues, "Well, occasionally it's an art form. I try to do both each time, not that I'm trying to be pretentious, it's just that my needs take me into slightly dangerous areas. One of my big lessons was Blade Runner, where I really thought I nailed it and got duly and truly nailed in turn afterwards. No one wanted to see it. That always remained a puzzle for me."

Over time—and as other visual artists pilfered from it—Blade Runner began to be appreciated by a wider audience. "I realized you have to stick to your guns," Scott concludes. "If you're an author, you have to believe in what you've written and leave it alone. You can't listen to people."

Which raised some problems after Scott read McCarthy's screenplay. "One of my questions to him, after the initiation period of shaking hands, was 'Listen, the diamond scene is running almost six and a half minutes, that's a long time for what's the third or fourth scene in the movie. Can we shorten it? Before we film it?'"

The scene, an exchange between Fassbender and an Amsterdam diamond merchant played by Bruno Ganz, can be seen as a metaphor for the lawyer's passions and goals before they are corrupted. And McCarthy didn't want to cut it.

"He said, 'Why don't we film everything and we can look at it afterwards?' I told him if you've got a scene where people are moving around a room, it's not that easy to remove three, four or five minutes out of a scene. There was always this discussion about 'Gee, I'd love for you to get it down so that what I'm filming is what you've blessed, right?'"

In the end Scott shot most of McCarthy's material, "which is why there's going to be a very elongated DVD version, which is terrific." Even Pitt was astonished when one of his scenes ran nine minutes—and was filmed complete in a day.

"You know, most scenes in movies last, what? Thirty seconds? Forty-five seconds?" Scott muses. "Three minutes is getting long. The way we've come to making movies—have we spoiled the process by adhering to people's lack of attention or sensitivity? I think films probably aren't quite as well-written as they used to be, except in a few cases."

Movies today don't look as good to Scott either. "Part of making a movie once was that it was essential that if you can, if you can, you should operate the camera. It's a visual thing. I was an operator, I did around 2,000 commercials, I operated on all my films until I had to end on Black Hawk Down because I was using eleven cameras so it became pointless. But as an operator, I know about lenses, how the frame's going to look."

Scott cites the work of filmmakers like Orson Welles and David Lean. "They're what got me into movies. If I was watching movies today, except for the very few, for the most part, they're not terribly good. There are a lot of pretenders. I hate to be pessimistic about it, the box office is bigger than it's ever been. But it means that we've educated the audience downwards."

The director won't blame the current spate of comic-book adaptations. "Comic books are good," he insists. "Listen, Blade Runner was a comic book. Comics are really about the environment around them. The hardest single thing to do right is write a comic strip, because it's so distilled and simplistic. Of course, a movie's got to be a little bit more than that, right?"

He points to television, especially Scandinavian TV, as a possible alternative. "Some of the best writing now is coming out of TV," he says. And one of the best-written series is "The Good Wife," which Scott executive produces. The Emmy-winning series was created by Robert and Michelle King, "bloody geniuses" in Scott's words. "I go there as often as I can and sit on the edge of their set gobsmacked. They do 22 hours a season, that is murder."

While branching out into producing features and television projects, Scott has been quick to embrace new digital techniques. With his longtime production designer Arthur Max, the director has prepared two large-scale science-fiction features. "The use of digital data is so incredible that you can literally paint a picture of a film a year-and-a-half before you get there," he enthuses. "What you can do now is hire digital artists to evolve from the screenplay a book of what the film will look like. Because it's so specific, almost like a photograph, you can virtually cast it right there."

In addition to working on Exodus and the science-fiction features, Scott has just completed a project for Sony Pictures Television. "I was in Rome for four months, I did a pilot called 'The Vatican' with Bruno Ganz playing the Pope. It's with Showtime, and I hope it goes. I don't know if it will or not, but it's very well-written, with a great cast. I really enjoyed doing it."

What's most evident in talking to Scott is his passion for cinema. He downplays his skills with statements like "I'm pretty good at what you call the geometry of the screen. For the most part, no one really objects." But he perks up when discussing the nuts and bolts of making movies. At every stage, from writing and pre-viz to editing and even color grading, he is "totally" involved. And for him the reward is watching the finished product, something he still describes as "magic."